Announcement of Implementation of MBO and Opinion concerning Tender Offer for Company Shares, etc.
February 03, 2011
Culture Convenience Club Co., Ltd. (the "Company") hereby announces that with respect to the tender offer by M&M Holdings Co., Ltd. ("Tender Offeror") for the Company common shares and share warrants (the "TOB"), which will be implemented as part of a management buyout (MBO*1), the Company resolved, at a Board of Directors meeting of the Company held on February 3, 2011, and upon unanimous approval of the directors participating in the meeting, that (i) the Company would approve the TOB and (ii) with respect to whether or not the shareholders should tender their shares in the TOB, the Company would not actively recommend that the shareholders tender their shares or discourage them from tendering their shares but was of the opinion that the best measure was to adopt a neutral stance and leave the decision up to the shareholders, as follows.
Please note that the resolution was adopted on the assumption (a) that Tender Offeror intends to make the Company an unlisted company through the TOB and a series of subsequent procedures, and (b) that the Company common shares will be delisted from the Tokyo Stock Exchange.
*1 A management buyout (MBO) generally means a transaction in which all or part of the management of the target company, in collaboration with financial investor(s), purchases the shares of the target company on the premise that the target company will continue the previous business of the target company.
*Details are described to attached PDF file.
Materials regarding this matter
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